Shree Digvijay Cement : Annual General Meeting

SHREE DIGVIJAY CEMENT COMPANY LIMITED	COMPANY	NOTICE &	FINANCIAL
	OVERVIEW	REPORTS	STATEMENTS

NOTICE

NOTICE is hereby given that THE 77TH ANNUAL GENERAL	29th April, 2024, on the terms and conditions as set out in
MEETING OF SHREE DIGVIJAY CEMENT COMPANY LIMITED	the Explanatory Statement annexed to the Notice.
(CIN L26940GJ1944PLC000749) (the "Company") will be held	RESOLVED FURTHER THAT the Board of Directors of the
on Monday, 20th June, 2022 at 10:00 a.m. (IST) through Video
Conference ("VC")/ Other Audio-Visual Means ("OAVM")	Company (hereinafter referred to as "the Board" which
term shall include the Nomination and Remuneration
facility to transact the following business:
Committee or any committee of the Board constituted to
ORDINARY BUSINESS:	exercise its power including the powers conferred by this
1. To consider and adopt:	resolution) be and is hereby authorized to determine, vary,
alter or revise the amount of salary or remuneration or
(a) the Audited Standalone Financial Statements of the	any component(s) thereof, types of perquisites or
Company for the Financial Year ended 31st March,	allowances, benefits as part of remuneration of Mr. Anil
2022, together with the Reports of the Board of	Singhvi as Executive Chairman, in such manner as may
Directors and the Auditors thereon; and	be agreed between the Company and Executive
(b) the Audited Consolidated Financial Statements of the	Chairman, within the overall limits approved by Members
under the Act and to do all such acts, deeds and things
Company for the Financial Year ended 31st March,
and execute all such documents, instruments and writings
2022 together with the Reports of the Auditors
as may be required and to delegate all or any of its powers
thereon.
herein conferred to any Committee or Officer of the
2. To confirm payment of Interim Dividend already paid for	Company to give effect to the aforesaid Resolution."
the Financial Year ended 31st March, 2022 and to declare	RESOLVED FURTHER THAT the terms of remuneration
a Final Dividend for the said financial year.
as set out in the Explanatory Statement of this Resolution
[The Board of Directors of the Company, at their meeting	shall be deemed to form part hereof and in the event of
any loss,absence or inadequacy of the profits of the
held on 27th October, 2021, declared Interim Dividend of
Rs.1.50 (i.e.@15%) per equity share which was already paid	Company in any financial year or years during the period
from 1st April, 2022 to 29th April, 2024, the remuneration
during the financial year. In addition, Board of Directors of
mentioned in the Explanatory Statement comprising salary,
the Company, at their meeting held on 27th April, 2022,
recommended Final Dividend of Rs.2.00 (i.e.@20%) per	perquisites and benefits approved herein shall be paid
as minimum remuneration to the Executive Chairman,
equity share of fully paid-up face value of Rs. 10.00 each
subject to such other approvals as may be necessary.
for the said financial year.]
3. To appoint a Director in place of Mr. Anil Singhvi	RESOLVED FURTHER THAT save and except as aforesaid,
the Special Resolution approved and passed by the
(DIN:00239589), who retires by rotation and being
Members on 5th August, 2019 with respect to the
eligible, offers himself for re-appointment.
appointment of Mr. Anil Singhvi as Executive Chairman
SPECIAL BUSINESS:
shall continue to remain in full force and effect."
4. Remuneration to Executive Chairman:	5. Ratification of Remuneration to Cost Auditor
To consider and if thought fit, to pass with or without	To consider and if thought fit, to pass, with or without
modification(s), the following resolution as a Special	modification(s), the following Resolution as an Ordinary
Resolution:	Resolution:
"RESOLVED THAT pursuant to the provisions of Sections	"RESOLVED THAT pursuant to the provisions of Section
196, 197 and 198 read with Schedule V and other	148 and other applicable provisions, if any, of the
applicable provisions, if any, of the Companies Act, 2013	Companies Act, 2013 and the Rules made thereunder
(hereinafter referred to as the "Act") and the Rules framed	(including any statutory modification or re-enactment
thereunder (including any statutory modifications or	thereof), the Company hereby ratifies the remuneration
re-enactment thereof, for the time being in force) and	of Rs. 1,50,000/- (Rupees One Lakh FiftyThousand) plus
the Articles of Association of the Company and subject to	applicable tax and out of pocket expenses actually incurred
such other approvals as may be required, the consent of	and payable to M/s. Kiran J. Mehta & Co, Cost Accountants
the Members be and is hereby accorded for the payment	(Firm Registration No. 000025), who have been appointed
of the remuneration to Mr. Anil Singhvi (DIN: 00239589),	by the Board of Directors on recommendation of the Audit
Executive Chairman, w.e.f. from 1st April, 2022 to	Committee, as Cost Auditors of the Company, to conduct

SHREE DIGVIJAY CEMENT COMPANY LIMITED

9

SHREE DIGVIJAY CEMENT COMPANY LIMITED

the audit of cost records maintained by the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014, as amended, for the Financial Year ending 31st March, 2023."

	By Order of the Board
	Suresh Kumar Meher
	Vice President (Legal)
Place : Digvijaygram	& Company Secretary
Date : 13th May, 2022	ACS No.:16938

Registered Office:

DIGVIJAYGRAM 361 140

Via: Jamnagar, Gujarat, India

CIN: L26940GJ1944PLC000749

Website: www.digvijaycement.com

Email: [e-mail]

NOTES:

1. In view of the persisting COVID-19 pandemic situation, social distancing norms and pursuant to General Circular Nos. 14/2020, 17/2020, 20/2020 02/2021, 19/2021, 21/2021 and 02/2022 dated 8th April 2020, 13th April 2020, 5th May 2020, 13th January 2021, 8th December 2021, 14th December 2021 and 5th May, 2022, respectively issued by the Ministry of Corporate Affairs ('MCA') (collectively referred to as 'MCA Circulars'), and Circular Nos. SEBI/HO/CFD/CMD1/CIR/ P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 12th May, 2020, 15th January, 2021 and 13th May, 2022 respectively issued by the Securities and Exchange Board of India (collectively referred to as 'SEBI Circulars'), holding of the Annual General Meeting ('AGM') through Video Conferencing/ Other Audio-Visual Means ("VC/ OAVM"), without the physical presence of the Members, is permitted. In compliance with MCA Circulars, SEBI Circulars, provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and in accordance with the requirements laid down in Para 3 & 4 of General Circular Nos. 20/2020 dated 5th May, 2020, the 77th AGM of the Company is being organised through VC/ OAVM facility, which does not require physical presence of members at a common venue. The deemed venue for the 77th AGM shall be the Registered Office of the Company.
2. The relative Explanatory Statement, pursuant to Section 102 of the Act, in respect of the Special Business set out under Items No. 4 & 5 of the accompanying Notice are annexed hereto.
3. A statement providing additional details of the Director(s) seeking appointment / re-appointment as set out at Item No.3 of the Notice dated 13th May, 2022 is annexed herewith as required under Regulation 36(3) of the Listing

Regulations and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India ('ICSI'). Further, the information required under Clause (iv) of the second proviso to Section II of Part - II of Schedule V of the Companies Act, 2013 providing additional details of the Director(s) remuneration as set out at Item No. 4 of the Notice dated 13th May, 2022 is annexed herewith.

1. Since this AGM is being held through VC/OAVM, physical attendance of Members has been dispensed with in line with the MCA Circulars. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence, the Proxy Form and Attendance Slip are not annexed to this Notice.
2. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) ("Body Corporates") are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorisation etc., authorising its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e- Voting. The said Resolution/Authorisation is required to be sent to the Scrutiniser by e-mail through its registered e-mail address at [e-mail] a copy marked at [e-mail]
3. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date of Monday, 13th June, 2022.
4. Since the AGM will be held through VC / OAVM, the Route Map of the AGM venue is not annexed to this Notice.
5. In compliance with the aforesaid MCA and SEBI Circulars, the Notice of the AGM along with the Annual Report 2021- 22 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice calling AGM alongwith the explanatory statement and Annual Report 2021-22 are also available on the website of the Company at www.digvijaycement.comand on the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.com, respectively, and on the website of National Securities Depository Limited (NSDL) i.e. www.evoting.nsdl.com(the Authorized agency for providing voting through electronic means and AGM through VC/OAVM). Company's web-link on the above will also be provided in advertisement being published in Financial Express (English Language - All India edition) and Financial Express (Gujarati Language).
   In case any member is desirous of obtaining hard copy of the Annual Report for the financial year 2021-22 and Notice of the 77th AGM of the Company, may send request

10	77th Annual Report 2021-22

COMPANY	NOTICE &	FINANCIAL
OVERVIEW	REPORTS	STATEMENTS

to the Company 's email address at [e-mail] Folio No./ DP ID and Client ID.

1. The Members can join the AGM through VC / OAVM 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through electronic mode will be made available for 1,000 members on first come first served basis. It may be noted that the large Shareholders (i.e. Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee, Auditors are allowed to attend the AGM without restriction on account of first come first served basis.
2. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
3. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at [e-mail] Monday, 13th June, 2022 (9:00 a.m. IST) to Thursday, 16th June,2022 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. Due to limitations of transmission and coordination during the AGM, the Company may have to dispense with or curtail the Speaker Session. Hence, Members are encouraged to send their questions/queries in advance to the Company at [e-mail] or before Thursday, 16th June, 2022, which would be replied by the Chairman at the time of the meeting. For this purpose, it would not be necessary to register as speaker.
4. Members seeking any information with regard to the Accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Monday, 13th June, 2022 through e-mail at [e-mail]. The same will be replied by the Company suitably during 77th AGM.
5. The Register of Members and Share Transfer Books of the Company shall remain closed from Tuesday, 14th June, 2022 to Monday, 20th June, 2022 (both days inclusive).
6. Final Dividend on Company's Equity shares for the year ended 31st March, 2022, as recommended by the Board

of Directors, if approved at the AGM, will be payable (subject to deduction of tax at source) as under:

1. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited ("NSDL") and the Central Depository Services (India) Limited ("CDSL"), collectively "Depositories", as of the close of business hours on Monday, 13th June, 2022.
2. To all Members in respect of shares held in physical form after giving effect to valid transfer, transmission or transposition requests lodged with the Company as of the close of business hours on Monday, 13th June, 2022.

The Final Dividend, if approved, will be payable by 27th June, 2022.

15. As per the provisions of the Act, dividends that are unclaimed/unpaid for a period of seven (7) years from the date of their transfer to the unclaimed/unpaid dividend account are required to be transferred to the Investor Education and Protection Fund ('IEPF') administered by the Central Government.

Further, pursuant to the provisions of Section 124 of the Act read with the relevant Rules made thereunder, shares on which dividend has remained unpaid or unclaimed for seven (7) consecutive years shall be transferred to the IEPF as notified by the Ministry of Corporate Affairs.

The Company currently has no unclaimed dividends that need to be transferred to the Investor Education & Protection Fund (IEPF), since dividend was declared by the Company for the year 2019-20 after a gap of almost 33 years.

The due dates for transfer of unclaimed and unpaid dividends are as under:

Financial	Date of	Due date for
year	declaration	transfer to
ended	of dividend	IEPF
2019-20	30th June, 2020	6th August, 2027
2020-21	18th June, 2021	24th July, 2028
2021-22	27th October, 2021	3rd December, 2028
(Interim
Dividend)

Members who have not encashed their dividend warrants/ demand drafts so far in respect of the aforesaid periods, are requested to make their claims to Link Intime India Private Limited, Registrar and Share Transfer Agent of the Company having its address at C-201,247 Park, LBS Marg, Vikhroli (West) Mumbai - 400 083, ('RTA'/ 'Link Intime')

SHREE DIGVIJAY CEMENT COMPANY LIMITED

11

SHREE DIGVIJAY CEMENT COMPANY LIMITED

or to Company, well in advance of the above due dates. Pursuant to the provisions of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ('IEPF Rules'), the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st March, 2022 on the website of the Company at www.digvijaycement.comand also on the website of the Ministry of Corporate Affairs at www.mca.gov.in.

1. SEBI has made it mandatory for all Companies to use the bank account details furnished by the Depositories and the bank account details maintained by the RTA for payment of dividend to Members electronically. The Company has extended the facility of electronic credit of dividend directly to the respective bank accounts of the Member(s) through Electronic Clearing Service (ECS)/ National Electronic Clearing Service (NECS)/ Automated Clearing House (ACH)/ Real Time Gross Settlement (RTGS)/ Direct Credit/ IMPS/ NEFT etc.
   In order to receive the dividend without any delay, the Members holding shares in physical form are requested to submit particulars of their bank accounts in 'Form ISR - 1' along with the original cancelled cheque bearing the name of the Member to Link Intime / Company to update their bank account details and all the eligible shareholders holding shares in demat mode are requested to update with their respective DPs before Monday, 13th June, 2022.
2. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/ mobile numbers, PAN, mandates, nominations, power of attorney, bank details such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to Link intime having address at Link Intime India Private Limited, C-201, 247 Park , LBS Marg, Vikhroli (West) Mumbai - 400 083, in case the shares are held by them in physical form.
3. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant ('DP') and holdings should be verified from time to time.
4. As per the provisions of Section 72 of the Act, facility for making nomination is available to Individuals holding shares in the Company. Members holding shares in physical form who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members may download

the Nomination Form from the Company's website at https://digvijaycement.com /investors. Members holding shares in demat mode should file their nomination with their DPs for availing this facility.

1. In case of joint holders attending the Meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
2. Members are requested to send all communications relating to shares and unclaimed dividends, change of address, bank details, e-mail address etc. to the RTA at the following address:
   Link Intime India Private Limited
   (Unit: Shree Digvijay Cement Company Limited) C-201,247 Park, LBS Marg,
   Vikhroli (West) Mumbai - 400 083
   If the shares are held in electronic form, then change of address and change in the bank accounts etc. should be furnished to their respective DPs.
3. Pursuant to the Income Tax Act, 1961 as amended, dividend income is taxable in the hands of the shareholders and the Company is required to deduct tax at source on dividend paid to the Members at the prescribed rates. The Members of the Company are requested to kindly go through the important communication of the Company with respect to deduction of tax at source on dividend which is available on the Company's website athttps://digvijaycement.com.
4. A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source. Shareholders can upload the aforesaid documents, as applicable, on the following link https://linkintime.co.in/formsreg/submission-of-form- 15g-15h.htmlon or before 16th June, 2022 to enable the Company to determine the appropriate TDS rates. To avail the benefit of non-deduction of tax at source,
   Shareholders may also write to [e-mail] 11:59 p.m. IST on Monday, 13th June, 2022. No communication on the tax determination/deduction received post 16th June, 2022 shall be considered for payment of the Dividend. It is advisable to upload the documents at the earliest to enable the Company to collate the documents to determine the appropriate TDS rates. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.
   Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No

12	77th Annual Report 2021-22